EXHIBIT 3.2
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF LIMITED PARTNERSHIP OF
EQUISTAR CHEMICALS, LP
Pursuant to the provisions of Section 17-202 of the Delaware Revised
Uniform Limited Partnership Act, this Certificate of Amendment to the
Certificate of Limited Partnership of Equistar Chemicals, LP (the
"Partnership"), is being duly executed and filed by Lyondell Petrochemical G.P.
Inc., a Delaware corporation and a general partner of the Partnership and by PDG
Chemical Inc., a Delaware corporation and a newly admitted general partner of
the Partnership.
1. Name. The name of the limited partnership is Equistar Chemicals, LP.
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2. Amendment. The Certificate of Limited Partnership of the Partnership
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is hereby amended to provide that PDG Chemical Inc. has been admitted as a
general partner of the Partnership. The business address of PDG Chemical
Inc. is:
c/o Occidental Chemical Corporation
5005 LBJ Freeway
Dallas, Texas 75244
Attn: Senior Vice President and General Counsel
Dated: May 15, 1998
Lyondell Petrochemical G.P. Inc.
By: /s/ Dan F. Smith
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Name: Dan F. Smith
Title: President and Chief Executive Officer
PDG Chemical Inc.
By: /s/ R.J. Schuh
--------------------------------
Name: R.J. Schuh
Title: President
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF LIMITED PARTNERSHIP OF
EQUISTAR CHEMICALS, LP
Pursuant to the provisions of Section 17-202 of the Delaware Revised
Uniform Limited Partnership Act, this Certificate of Amendment to the
Certificate of Limited Partnership of Equistar Chemicals, LP (the
"Partnership"), is being duly executed and filed by Lyondell Petrochemical G.P.
Inc., a Delaware corporation and a general partner of the Partnership and by PDG
Chemical Inc., a Delaware corporation and a newly admitted general partner of
the Partnership.
1. Name. The name of the limited partnership is Equistar Chemicals, LP.
----
2. Amendment. The Certificate of Limited Partnership of the Partnership
---------
is hereby amended to replace the general partner, PDG Chemical Inc., with
Occidental Petrochem Partner GP, Inc. The address of Occidental Petrochem
Partner GP, Inc. is:
c/o Occidental Chemical Corporation
5005 LBJ Freeway
Dallas, Texas 75244
Attn: Senior Vice President and General Counsel
Dated: September 14, 1998
Lyondell Petrochemical G.P. Inc.
By: /s/ Kerry Galvin
--------------------------------
Name: Kerry Galvin
Title: Vice President and Secretary
Occidental Petrochem Partner GP, Inc.
By: /s/ Linda S. Peterson
--------------------------------
Name: Linda S. Peterson
Title: Assistant Secretary